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Anheuser-Busch InBev Announces Redemption of USD 889 Million, AUD 550 Million and CAD 600 Million
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev” or the “Company”)
Anheuser-Busch InBev Announces Redemption
of USD 889 Million, AUD 550 Million and CAD 600
Million
Brussels, 13 July 2020 -- Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL:
ANB) (JSE: ANH) today announced that its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide Inc.
(“ABIWW”), Anheuser-Busch InBev Finance Inc. (“ABIFI”) and Anheuser-Busch North American Holding
Corporation (“AB North America”, and together with ABIWW and ABIFI, the “Issuers”) are exercising their options
to redeem the outstanding principal amount indicated in the table below of the following series of notes on the dates
indicated below (any such date, a “Redemption Date”):
Aggregate Principal
Aggregate Principal Amount to be Redemption
Issuer Amount Outstanding Redeemed Title of Series of Notes CUSIP/ISIN Date
2.500% Notes due 03523TBP2 / 12 August
ABIWW USD 454,047,000 USD 454,047,000 2022 (the “2.500%
US03523TBP21 2020
ABIWW Notes”)
4.375% Notes due 03523TBB3 / 12 August
ABIWW USD 285,362,000 USD 285,362,000 2021 (the “4.375%
US03523TBB35 2020
ABIWW Notes”)
3.250% Notes due
ABIWW AUD 550,000,000 AUD 550,000,000 2022 (the “3.250% AU3CB0246650 29 July 2020
ABIWW Notes”)
3.375% Notes due 03524BAB2 / 12 August
ABIFI CAD 600,000,000 CAD 600,000,000 2023 (the “ABIFI
CA03524BAB23 2020
Notes”)
3.750% Notes due 78573AAA8,
AB 2022 (the “AB North
U7787RAA9 / 12 August
North USD 149,533,000 USD 149,533,000 America Notes”, and
together with the ABIFI US78573AAA88, 2020
America Notes, the 2.500% USU778RAA96
ABIWW Notes, the
4.375% ABIWW Notes
and the 3.250%
ABIWW Notes, (the
“Notes”)
The 2.500% ABIWW Notes will be redeemed in full on the applicable Redemption Date at a make-whole
redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i)
100% of the principal amount of the 2.500% ABIWW Notes; and (ii) as determined by the Independent Investment
Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the
2.500% ABIWW Notes to be redeemed (not including any portion of such payments of interest accrued to the
Redemption Date) discounted to the applicable Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points; plus, in each case, accrued
and unpaid interest on the principal amount of the 2.500% ABIWW Notes to be redeemed to (but excluding) the
applicable Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the
applicable Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of 16 October
2009, by and among ABIWW, AB InBev, the subsidiary guarantors named therein and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “October 2009 Indenture”), the Twenty-Seventh Supplemental
Indenture thereto, dated as of 16 July 2012 (the “Twenty-Seventh Supplemental Indenture”), and the terms of
the 2.500% ABIWW Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms
in the October 2009 Indenture, the Twenty-Seventh Supplemental Indenture and the terms of the 2.500% ABIWW
Notes, as applicable.
The 4.375% ABIWW Notes will be redeemed in full on the applicable Redemption Date at a make-whole
redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i)
100% of the principal amount of the 4.375% ABIWW Notes; and (ii) as determined by the Independent Investment
Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the
4.375% ABIWW Notes to be redeemed (not including any portion of such payments of interest accrued to the
Redemption Date) discounted to the applicable Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points; plus, in each case, accrued
and unpaid interest on the principal amount of the 4.375% ABIWW Notes to be redeemed to (but excluding) the
applicable Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the
applicable Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of 16 October
2009, by and among ABIWW, AB InBev, the subsidiary guarantors named therein and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “October 2009 Indenture”), the Fourteenth Supplemental Indenture
thereto, dated as of 16 October 2009 (the “Fourteenth Supplemental Indenture”), and the terms of the 4.375%
ABIWW Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the October
2009 Indenture, the Fourteenth Supplemental Indenture and the terms of the 4.375% ABIWW Notes, as
applicable.
The 3.250% ABIWW Notes will be redeemed in full on the applicable Redemption Date at a redemption amount
calculated by the Calculation Agent, and equal to the greater of (a) the outstanding principal amount of the 3.250%
ABIWW Notes (plus accrued and unpaid interest on the 3.250% ABIWW Notes as at the relevant Redemption
Date) and (b) (i) the present value at the relevant Redemption Date of the outstanding principal amount of the
3.250% ABIWW Notes plus (ii) the present value at the relevant Redemption Date of all required interest payments
that would otherwise be due to be paid on the 3.250% ABIWW Notes from the relevant Redemption Date through
to the Maturity Date of the 3.250% ABIWW Notes, in each case both (i) and (ii) discounted to the relevant
Redemption Date on a semi-annual basis (assuming a 365-day year) and at the Reinvestment Rate. The
Reinvestment Rate will be calculated on the third Business Day preceding the relevant Redemption Date. Such
redemption is pursuant to the terms of the Note Deed Poll, dated as of 12 May 2020, by and among ABIWW, AB
InBev and the Guarantors named therein (the “May 2020 Note Deed Poll”), the Pricing Supplement thereto, dated
as of 5 September 2017, as amended and restated on 12 May 2020 (the “Pricing Supplement”), and the terms
of the 3.250% ABIWW Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms
in the May 2020 Note Deed Poll, the Pricing Supplement and the terms of the 3.250% ABIWW Notes, as
applicable.
The ABIFI Notes will be redeemed in full on the applicable Redemption Date at a make-whole redemption price
of CAD 641,162,630.14, which is the price of the ABIFI Notes calculated to provide yield to maturity calculated
from the applicable Redemption Date compounded semi-annually and calculated in accordance with generally
accepted Canadian financial practice equal to the Government of Canada Yield calculated at 10:00 a.m. Toronto
time on the Business Day preceding the day on which the ABIFI gives notice of redemption pursuant to Section
1104 of the Indenture, plus 36 basis points plus accrued and unpaid interest on the principal amount of the ABIFI
Notes to be redeemed to (but excluding) the applicable Redemption Date. Such redemption is pursuant to the
terms of the Indenture, dated as of 17 January 2013, by and among ABIFI, AB InBev, the subsidiary guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “January 2013 Indenture”,
and together with the October 2009 Indenture, the “Indentures”), the Sixth Supplemental Indenture thereto, dated
as of 25 January 2013 (the “Sixth Supplemental Indenture”, and together with the Twenty-Seventh
Supplemental Indenture and the Fourteenth Supplemental Indenture, the “Supplemental Indentures”), and the
terms of the ABIFI Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in
the January 2013 Indenture, the Sixth Supplemental Indenture and the terms of the ABIFI Notes, as applicable.
The AB North America Notes will be redeemed in full on the applicable Redemption Date at a make-whole
redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i)
100% of the principal amount of the AB North America Notes; and (ii) as determined by the Independent Investment
Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the AB
North America Notes to be redeemed (not including any portion of such payments of interest accrued to the
applicable Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points; plus, in each case, accrued and
unpaid interest on the principal amount of the AB North America Notes to be redeemed to (but excluding) the
applicable Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the
Redemption Date. Such redemption is pursuant to the terms of the Fiscal and Paying Agency Agreement, dated as
of January 17, 2012, and supplemented on December 16, 2016, among AB North America, ABI SAB Group Holding
Limited (formerly SABMiller plc), as guarantor, and The Bank of New York Mellon, acting through its London office,
as fiscal agent (the “FPAA”) and the terms of the AB North America Notes. Capitalized terms used in this paragraph
have the meanings assigned to such terms in the FPAA and the terms of the AB North America Notes, as applicable.
On each applicable Redemption Date, (i) the Notes will no longer be deemed outstanding, (ii) the Redemption Price
will become due and payable on the Notes and, (iii) unless the Company defaults in making payment of the
Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the applicable
Redemption Date.
The trustee, the fiscal agent and the paying agent are transmitting to registered holders of the Notes the notices of
redemption containing information required by the Indentures, the Supplemental Indentures, the May 2020 Note
Deed Poll, the Pricing Supplement, the FPAA and the terms of the Notes, as applicable. For the redemption price
of the Notes, please contact Nestor F. Tapia at BNY Mellon (Nestor.F.Tapia@bnymellon.com) or Mark D. Cochrane
at BNY Melon (Mark.D.Cochrane@bnymellon.com).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there
be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
ANHEUSER-BUSCH INBEV CONTACTS
Investors Media
Lauren Abbott Pablo Jimenez
Tel: +1 212 573 9287 Tel: +1 212 284 0158
E-mail: lauren.abbott@ab-inbev.com E-mail: pablo.jimenez@ab-inbev.com
Mariya Glukhova Ingvild Van Lysebetten
Tel: +32 16 276 888 Tel: +32 16 276 608
E-mail: mariya.glukhova@ab-inbev.com E-mail: ingvild.vanlysebetten@ab-inbev.com
Jency John Fallon Buckelew
Tel: +1 646 746 9673 Tel: +1 310 592 6319
E-mail: jency.john@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Fixed Income Investors
Daniel Strothe
Tel: +1 646 746 9667
E-mail: daniel.strothe@ab-inbev.com
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico
(MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock
Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing
people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best
beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®,
Corona® and Stella Artois®; multi-country brands Beck’s®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions
such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Cristal®, Harbin®, Jupiler®, Michelob Ultra®, Modelo Especial®,
Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and
generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co
brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the
first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the
collective strengths of approximately 175,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported
revenue was 52.3 billion USD (excluding JVs and associates).
Forward-Looking Statements
This release contains “forward-looking statements”. These statements are based on the current expectations and views of future
events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”,
“expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of similar import. All statements other than statements of
historical facts are forward-looking statements. You should not place undue reliance on these forward-looking statements, which
reflect the current views of the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and are
dependent on many factors, some of which are outside of AB InBev’s control. There are important factors, risks and uncertainties that
could cause actual outcomes and results to be materially different, including the risks and uncertainties relating to AB InBev described
under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed with the US Securities and Exchange Commission
(“SEC”) on 24 March 2020. Other unknown or unpredictable factors could cause actual results to differ materially from those in the
forward-looking statements.
The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere,
including AB InBev’s most recent Form 20-F and other reports furnished on Form 6-K, and any other documents that AB InBev has
made public. Any forward-looking statements made in this communication are qualified in their entirety by these cautionary statements
and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on, AB InBev or its business or operations. Except as required
by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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13 July 2020
Sponsor: Questco Corporate Advisory Proprietary Limited
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Date: 13-07-2020 04:14:00
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